UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
Private Placement
On January 30, 2023, Atlas Lithium Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement (the “Private Placement”) an aggregate of 640,000 restricted shares of the Company’s common stock (the “Shares”), par value $0.001 per share. The purchase price for the Shares was $6.25 per share, for total gross proceeds of $4,000,000. The Private Placement transaction closed on February 1, 2023. The Company currently intends to use the net proceeds from the Private Placement for general working capital purposes. The Investors have each made customary representations, warranties and covenants, including, among other things, that each of the Investors is a “non-U.S. Person” as defined in Regulation S, and that they were not solicited by means of generation solicitation.
In connection with the Shares issuance and the Company’s obligation to issue $750,000 worth of restricted shares of its common stock in connection with the acquisition of the Mineral Rights as disclosed in the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission (the “SEC”) on January 25, 2023, the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (the “Representative”) in the Company’s public offering which closed on January 12, 2023 (the “Uplisting”), agreed to enter into a waiver and consent agreement pursuant to which the Representative agreed to consent and waive certain rights under the terms of that certain Underwriting Agreement, dated January 9, 2023, by and between the Company and the Representative (the “Underwriting Agreement”), including with respect to certain lock-up provisions set forth in Section 3.18 of the Underwriting Agreement. The Company agreed to pay the Representative a one-time fee of $160,000 and $2,500 in attorney’s fees. A copy of the Underwriting Agreement entered into in connection with the Uplisting is filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2023.
The foregoing description is only a summary and is qualified in its entirety by reference to the Securities Purchase Agreement that is attached to this Form 8-K as an exhibit and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities
The Shares referred to herein in connection with the Private Placement will be issued without registration pursuant to an exemption afforded under Regulation S of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | Form of Securities Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XRBL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATLAS LITHIUM CORPORATION | ||
| Dated: February 3, 2023 | By: | /s/ Marc Fogassa |
| Name: | Marc Fogassa | |
| Title: | Chief Executive Officer | |